Common use of RESOLVED FURTHER Clause in Contracts

RESOLVED FURTHER. that the officers of the Company be, and each of them hereby is, authorized to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all such additional agreements, instruments, certificates, documents, reports, and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), and to take, or cause to be taken, any and all such action, in the name and on behalf of the Company, which shall be required to consummate any of the foregoing resolutions (including but not limited to the consummation of the Contemplated Transactions or any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any officer shall, in such officer’s sole discretion, deem necessary or appropriate and in the best interest of the Company in order to effect the purposes of the foregoing resolutions, and such officer’s signature, or such actions taken by such officer, shall be conclusive evidence that such officer did deem same to be necessary or appropriate and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereof, except to the extent expressly required by applicable law. RESOLVED FURTHER: that any and all actions taken by the directors or officers of the Company to carry out the purposes and intent of the foregoing resolutions prior to their adoption are approved, ratified and confirmed. RESOLVED FURTHER, that the foregoing resolutions may be relied upon by any Lender until receipt and written acknowledgment thereby of written notice of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto. RESOLVED FURTHER, that the officers of the Company are, and each of them hereby is, authorized and directed to certify to any Lender the foregoing resolutions. RESOLVED FURTHER: that this Action by Written Consent of Stockholders in Lieu of Special Meeting may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Execution by electronic means or other reliable reproduction of this Action by Written Consent of Stockholders in Lieu of Special Meeting may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reliable reproduction is a complete reproduction of the entire original writing. This Action by Written Consent of Stockholders in Lieu of Special Meeting shall be effective as of the date the Company receives the consent of the Requisite Holders. By executing this Action by Written Consent of Stockholders in Lieu of Special Meeting, each undersigned stockholder is giving written consent with respect to all shares of capital stock held by such stockholder in favor of the above resolutions. STOCKHOLDER: By: Signature of Stockholder Name of Signing Person (Printed) Name of Entity (if Stockholder is not an individual) Title: (if Stockholder is not an individual) Date: , 2017 EXHIBIT A Escalate Loan Agreement (See attached) EXHIBIT B Comerica Loan Agreement (See attached) EXHIBIT C New Comerica Warrant (See attached) EXHIBIT D Amended and Restated Comerica Warrant (See attached) EXHIBIT E Second Amended and Restated Escalate Warrant (See attached) EXHIBIT F New Escalate Warrant (See attached) ACCOLADE, INC. ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS In accordance with Section 141(f) of the Delaware General Corporation Law (the “DGCL”) and the Bylaws of Accolade, Inc., a Delaware corporation (the “Company”), the undersigned, constituting all of the members of the Company’s Board of Directors (the “Board”), hereby adopt the following resolutions by their written consent, without a meeting:

RESOLVED FURTHER. that the officers Authorized Officers of the Company be, and each of them hereby is, authorized to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all such additional agreements, instruments, certificates, documents, reports, and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), and to take, or cause to be taken, any and all such action, in the name and on behalf of the Company, which shall be required to consummate any of the foregoing resolutions (including but not limited to opening bank accounts with Comerica and/or the consummation of the Contemplated Transactions or any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any officer Authorized Officer shall, in such officerAuthorized Officer’s sole discretion, deem necessary or appropriate and in the best interest of the Company in order to effect the purposes of the foregoing resolutions, and such officerAuthorized Officer’s signature, or such actions taken by such officerAuthorized Officer, shall be conclusive evidence that such officer Authorized Officer did deem same to be necessary or appropriate and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereof, except to the extent expressly required by applicable law. RESOLVED FURTHER: that any and all actions heretofore taken by the Authorized Officers and directors or officers of the Company with respect to carry out the purposes foregoing transactions and intent of all other matters contemplated by the foregoing resolutions prior to their adoption are hereby approved, adopted, ratified and confirmed. RESOLVED FURTHER, : that the foregoing resolutions may be relied upon by any Lender until receipt and written acknowledgment thereby of written notice of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto. RESOLVED FURTHER, that the officers of the Company are, and each of them hereby is, authorized and directed to certify to any Lender the foregoing resolutions. RESOLVED FURTHER: that this Action by Written Consent of Stockholders in Lieu of Special Meeting may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Execution by electronic means or other reliable reproduction of this Action by Written Consent of Stockholders in Lieu of Special Meeting may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reliable reproduction is a complete reproduction of the entire original writing. This Action by Written Consent of Stockholders in Lieu of Special Meeting shall be effective as of the date the Company receives the consent of the Requisite Holders. By executing this Action by Written Consent of Stockholders in Lieu of Special Meeting, each undersigned stockholder is giving written consent with respect to all shares of capital stock held by such stockholder in favor of the above resolutions. STOCKHOLDER: By: Signature of Stockholder Name of Signing Person (Printed) Name of Entity (if Stockholder is not an individual) Title: (if Stockholder is not an individual) Date: , 2017 EXHIBIT A Escalate Loan Agreement (See attached) EXHIBIT B Comerica Loan Agreement (See attached) EXHIBIT C New Comerica Warrant (See attached) EXHIBIT D Amended and Restated Comerica Warrant (See attached) EXHIBIT E Second Amended and Restated Escalate Warrant (See attached) EXHIBIT F New Escalate Warrant (See attached) ACCOLADE, INC. ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS In accordance with Section 141(f) of the Delaware General Corporation Law (the “DGCL”) and the Bylaws of Accolade, Inc., a Delaware corporation (the “Company”), the undersigned, constituting all of the members of the Company’s Board of Directors (the “Board”), hereby adopt the following resolutions by their written consent, without a meeting:.

RESOLVED FURTHER. that the officers each of the Company following be, and each of them hereby is, appointed and elected as a director of the Corporation, to take office on the Effective Date and to serve until the next annual meeting of stockholders or until their respective successors shall have been elected and qualified or their earlier resignation or removal; Director Mr. Xxxx XXXXXXX Director Xx. Xxxxxx XXXXXXXXX Director Xx. Xxxx XXXXXX RESOLVED, FURTHER, that any officer of the Corporation (each an “Authorized Person”) be, and each of them hereby is, authorized to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all such additional agreements, instruments, certificates, documents, reports, and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), and to take, or cause to be taken, any and all such actionempowered, in the name and on behalf of the CompanyCorporation, which shall to do and perform, or cause or authorize to be required done and performed, any and all such other acts, deeds and things and to consummate any make, execute and deliver, or cause to be made, executed and delivered, in the name and on behalf of the foregoing resolutions Corporation, and under the Corporation’s seal, if requested or required, any and all such other agreements, undertakings, documents, consents, filings (including but not limited including, without limitation, with governmental authorities and regulatory agencies), certificates or instruments, to the consummation of the Contemplated Transactions give such notices or instructions, and to take such other actions and to do such other acts as any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any officer shall, in such officer’s sole discretion, Authorized Person may from time to time deem necessary or appropriate and in the best interest of the Company in order to effect the matters contemplated by the foregoing resolutions, or otherwise authorized by the foregoing resolutions, the taking of any such action to be conclusive evidence of such approval and authority; RESOLVED, FURTHER, that the omission from this written consent of any agreement or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorized Persons to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions, and the taking of any such officer’s signature, or such actions taken by such officer, shall action to be conclusive evidence that such officer did deem the same to be necessary or appropriate has been authorized and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document approved by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereofCorporation; RESOLVED, except to the extent expressly required by applicable law. RESOLVED FURTHER: , that any and all actions heretofore taken by an Authorized Person in connection with the directors or officers of the Company to carry out the purposes and intent subject matter of the foregoing resolutions prior to their adoption are be, and they hereby are, approved, ratified and confirmed. RESOLVED FURTHERconfirmed in all respects; and FURTHER RESOLVED, that the foregoing resolutions may be relied upon by any Lender until receipt and written acknowledgment thereby of written notice of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto. RESOLVED FURTHER, that the officers of the Company are, and each of them hereby is, authorized and directed to certify to any Lender the foregoing resolutions. RESOLVED FURTHER: that this Action by Written Consent of Stockholders in Lieu of Special Meeting may the Sole Stockholder shall be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Execution by electronic means or other reliable reproduction of this Action by Written Consent of Stockholders in Lieu of Special Meeting may be substituted or used in lieu filed with the minutes of the original writing meetings of the Stockholder, and shall be treated for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reliable reproduction is as votes taken at a complete reproduction meeting of the entire original writing. This Action by Written Consent of Stockholders in Lieu of Special Meeting shall be effective as of the date the Company receives the consent of the Requisite Holders. By executing this Action by Written Consent of Stockholders in Lieu of Special Meeting, each undersigned stockholder is giving written consent with respect to all shares of capital stock held by such stockholder in favor of the above resolutions. STOCKHOLDER: By: Signature of Stockholder Name of Signing Person (Printed) Name of Entity (if Stockholder is not an individual) Title: (if Stockholder is not an individual) Date: , 2017 EXHIBIT A Escalate Loan Agreement (See attached) EXHIBIT B Comerica Loan Agreement (See attached) EXHIBIT C New Comerica Warrant (See attached) EXHIBIT D Amended and Restated Comerica Warrant (See attached) EXHIBIT E Second Amended and Restated Escalate Warrant (See attached) EXHIBIT F New Escalate Warrant (See attached) ACCOLADE, INC. ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS In accordance with Section 141(f) of the Delaware General Corporation Law (the “DGCL”) and the Bylaws of Accolade, Inc., a Delaware corporation (the “Company”), the undersigned, constituting all of the members of the Company’s Board of Directors (the “Board”), hereby adopt the following resolutions by their written consent, without a meeting:Stockholder.

RESOLVED FURTHER. that the officers of the Company be, are authorized and each of them hereby is, authorized empowered to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record take any and all such additional further action, to execute and deliver any and all such further agreements, instruments, certificates, documents, reports, certificates and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), communications and to take, or cause to be taken, any and all pay such actionexpenses, in the name and on behalf of the CompanyCompany or such officer, which shall as any such officer may deem necessary or advisable to effectuate the purposes and intent of the resolutions hereby adopted, the taking of such actions, the execution and delivery of such agreements, instruments, documents, certificates or communications and the payment of such expenses by any such officer to be required to consummate conclusive evidence of his or her authorization hereunder and approval thereof. RESOLVED FURTHER, that the omission from these resolutions of any agreement or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions (including but not limited or any action to the consummation be taken in accordance with any requirements of any of the Contemplated Transactions agreements or any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any officer shall, in such officer’s sole discretion, deem necessary or appropriate and instruments described in the best interest foregoing resolutions shall in no manner derogate from the authority of the officers of the Company in order to effect take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions, and such officer’s signature, or such actions taken by such officer, shall be conclusive evidence that such officer did deem same to be necessary or appropriate and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereof, except to the extent expressly required by applicable law. RESOLVED FURTHER: , that any and all actions taken by the directors Company or officers any officer or manager thereof prior to the date of the Company to carry out the purposes and intent adoption of the foregoing resolutions prior to their adoption are approved, ratified and confirmed. RESOLVED FURTHER, that which would have been authorized by the foregoing resolutions may be relied upon by any Lender until receipt but for the fact that such actions were taken prior to such date, be, and written acknowledgment thereby of written notice of their amendment or rescission each hereby is, ratified, approved, confirmed and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto. RESOLVED FURTHER, that the officers adopted as a duly authorized act of the Company arein all respects and for all purposes. (signature page follows) This action by written consent shall be effective as of the date the Company receives the requisite consent of the Company’s Stockholders. By executing this action by written consent, and each undersigned Stockholder is giving written consent with respect to all shares of them hereby is, authorized and directed to certify to any Lender the foregoing Company’s capital stock held by such Stockholder in favor of the above resolutions. RESOLVED FURTHER: that this Action This action by Written Consent of Stockholders in Lieu of Special Meeting written consent may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Execution by electronic means Any copy, facsimile or other reliable reproduction of this Action action by Written Consent of Stockholders in Lieu of Special Meeting written consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reliable reproduction is a complete reproduction of the entire original writing. This Action action by Written Consent of Stockholders in Lieu of Special Meeting written consent shall be effective as filed with the minutes of the date the Company receives the consent proceedings of the Requisite Holders. By executing this Action by Written Consent of Stockholders in Lieu of Special Meeting, each undersigned stockholder is giving written consent with respect to all shares of capital stock held by such stockholder in favor of the above resolutions. STOCKHOLDER: By: Signature of Stockholder Name of Signing Person (Printed) Name of Entity (if Stockholder is not an individual) Title: (if Stockholder is not an individual) Date: , 2017 EXHIBIT A Escalate Loan Agreement (See attached) EXHIBIT B Comerica Loan Agreement (See attached) EXHIBIT C New Comerica Warrant (See attached) EXHIBIT D Amended and Restated Comerica Warrant (See attached) EXHIBIT E Second Amended and Restated Escalate Warrant (See attached) EXHIBIT F New Escalate Warrant (See attached) ACCOLADE, INC. ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS In accordance with Section 141(f) of the Delaware General Corporation Law (the “DGCL”) and the Bylaws of Accolade, Inc., a Delaware corporation (the “Company”), the undersigned, constituting all of the members of the Company’s Board . Print name of Directors (the “Board”)Stockholder Signature Print name of signatory, hereby adopt the following resolutions by their written consentif signing for an entity Print title of signatory, without a meeting:if signing for an entity Date of signature Exhibit A